Nominal share capital

This query is : Resolved

Querist : Anonymous

Querist : Anonymous (Querist)

01 December 2012 how the nominal share capital of the company get incresed and further tell its ROC related proceedings?
please experts help me in knowing this.....

Ajay Mishra

Ajay Mishra (Expert)
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01 December 2012 Hi

You are going to further allot shares or increasing authorised share capital.Please confirm.

Querist : Anonymous

Querist : Anonymous (Querist)

01 December 2012 sir i want to know procedure regarding both allot shares as well as increasing authorised capital..

Guest

Guest (Expert)

01 December 2012 For increase of nominal share capital file form 5 with ROC.

Querist : Anonymous

Querist : Anonymous (Querist)

01 December 2012 okk thankx and what about for allotment of shares and their procedure

Guest

Guest (Expert)

01 December 2012 Procedure for increase in authorised capital -
1. HOLD BOARD MEETING AND ISSUE NOTICE FOR CALLING GENERAL MEETING FOR PASSING ORDINARY RESOLUTION. 2. CALL EXTRA ORDINARY GENERAL MEETING AND PASS NECESSARY ORDINARY RESOLUTION FOR INCREASE IN AUTHO CAPITAL. CHECK PROVISION OF AOA. IF AOA REQUIRES PASSING OF SPECIAL RESOLUTION THEN PASS SR OTHERWISE PASS OR. 3. IN CASE OR IS PASSED, FILE FORM 5 FOR INCREASE IN AUTHO CAPITAL. 4. IN CASE SR IS PASSED FILE FORM 5 AND FORM 23 ALSO.

Guest

Guest (Expert)

01 December 2012 NOTICE IS HEREBY GIVEN THAT EXTRA ORDINARY GENERAL MEETING OF THE MEMBERS OF PRIVATE LIMITED WILL BE HELD ON MONDAY, 18th OCTOBER, 2010 AT ITS REGISTERED OFFICE AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESS:

SPECIAL BUSINESS

1. To consider and if though fit, to pass with or without modification the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 16, 94, all other applicable provisions, if any, of the Companies Act, 1956 and Articles of Association of the company, the authorised share capital of the company be and is hereby increased from Rs. 8,00,00,000/-(Rupees Eight Crores only) divided into 80,00,000(Eighty lacs) Equity Shares of Rs. 10/- each to Rs. 21,00,00,000/-(Rupees Twenty One Crore only) divided into 2,10,00,000(Two crores Ten lacs) Equity shares of Rs.10/-(Rupees Ten only) each.”

“RESOLVED FURTHER THAT the company’s memorandum of association be and is hereby altered as follows:

In clause V of the memorandum of association of the company the words and figures:

“The Authorised Share Capital of the company is Rs. 8,00,00,000/-(Rupees Eight Crores only) divided into 80,00,000(Eighty lacs) Equity Shares of Rs. 10/- each”

be substituted by the following words and figures:

The Authorised Share Capital of the company is Rs. 21,00,00,000/-(Rupees Twenty One Crores) divided into 2,10,00,000 (Two Crores Ten lacs) Equity Shares of Rs. 10/-(Rupees Ten) each.

For ___________________ PRIVATE LIMITED

Director

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

2. THE PROXIES, IN ORDER TO BE VALID, MUST BE DEPOSITED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE COMMENCEMENT OF THE MEETING.

3. THE EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 IN RESPECT OF ITEM NO. 1 ABOVE ENCLOSED.

Guest

Guest (Expert)

01 December 2012 EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACTS, 1956

ITEM NO. 1

The authorised capital of the company is presently Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 Equity Shares of Rs. 10/- each. It has become mentable to increase the authorised capital of the company to enable to raise paid up capital further to diversify and expand activities of Company. The resolution is therefore to increase the authorised capital of the company from Rs. 8,00,00,000 (Rupees Eight Crores Only) divided into 80,00,000(Eighty Lacs) Equity Shares of Rs. 10/- each to Rs. 21,00,00,000 (Rupees Twenty One Crore) divided into 2,10,00,000 (Two Crore Ten Lacs) Equity shares of Rs. 10/- each.

In view of the fact that the Authorised Capital of the company is being increased the existing clause V of the Memorandum of Association of the company needs to be amended.

The members are requested to pass necessary resolution set out in the notice as ordinary resolution to carry out the necessary amendments in the memorandum By Order of the Board

For PRIVATE LIMITED

Director

Place: Jaipur

Querist : Anonymous

Querist : Anonymous (Querist)

01 December 2012 thankxx alottt for sharing

Ajay Mishra

Ajay Mishra (Expert)
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01 December 2012 Procedure for increase in authorised capital of the company

1. Convene a Board Meeting after issuing notices to the directors of the company to decide about the increase and to fix the date, time, place and agenda for convening a General Meeting.
2. To pass an Ordinary Resolution (Special Resolution if so required by articles) for the same.
3. Download Form -5 from www.mca.gov.in
4. Fill the details required such form except signature of the concerned person.
5. Opt the option to pay stamp duty electronically along with ROC fee on Form-5 with concerned ROC.
6. Please attached altered MOA and AOA with the Form-5 filed with concerned ROC .
7. File MOA along with stamped form-5 with concerned ROC (if required).
8. After approval of Form-5 from ROC make necessary changes in MOA and AOA and in all other papers and documents.

If you are increasing Authorised Capital by Special Resolution or also change in Article of Association it is required to file Form 23 with concerned ROC within 30 days from the date of passing such resolution.

Ajay Mishra

Ajay Mishra (Expert)
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01 December 2012 Hi

For Allotment of shares, following procedure will be followed:

1. Check share application and allotment money received from proposed allottee.
2. Call a Board Meeting for allotment of shares.
3. After Allotment of shares, file Form-2 with ROC with in 30 days from the date of allotment.

4. Make application for payment of stamp duty to your concern SDM (Revenue Deptt).

5. Issue of share Certificate within 3 months from the date of allotment as per section 113 of Companies Act, 1956.
6. Make entry in the Register of members of the company.

Guest

Guest (Expert)

01 December 2012 CERTIFIED TRUE COPY OF ORDINARY RESOLUTION PASSED IN EXTRA ORDINARY GENERAL MEETING HELD ON MONDAY, 18th DAY OF OCTOBER, 2010 AT JAIPUR AT 11.00 A.M. TO TRANSACT THE FOLLOWING BUSINESS:

“RESOLVED THAT pursuant to the provisions of Section 16, 94, all other applicable provisions, if any, of the Companies Act, 1956 and Articles of Association of the company, the authorised share capital of the company be and is hereby increased from Rs. 8,00,00,000/-(Rupees Eight Crores only) divided into 80,00,000(Eighty lacs) Equity Shares of Rs. 10/- each to Rs. 21,00,00,000/-(Rupees Twenty One Crore only) divided into 2,10,00,000(Two crores Ten lacs) Equity shares of Rs.10/-(Rupees Ten only) each.”

“RESOLVED FURTHER THAT the company’s memorandum of association be and is hereby altered as follows:

In clause V of the memorandum of association of the company the words and figures:

“The Authorised Share Capital of the company is Rs. 8,00,00,000/-(Rupees Eight Crores only) divided into 80,00,000(Eighty lacs) Equity Shares of Rs. 10/- each”

be substituted by the following words and figures:

The Authorised Share Capital of the company is Rs. 21,00,00,000/-(Rupees Twenty One Crores) divided into 2,10,00,000 (Two Crores Ten lacs) Equity Shares of Rs. 10/-(Rupees Ten) each.

Certified True Copy,

For PRIVATE LIMITED

Director

Place: Jaipur

Date: 18.10.2010